Terms & Conditions

1.1. Company details. Enhance Hosting Automation Services Ltd (company number 11757770) (“we” and “us”) is a company registered in England and Wales and our registered office is at 19 Burgess Wood Road, Beaconsfield HP9 1EQ, United Kingdom. Our main trading address is Building 3, Concorde Park, Maidenhead SL6 4BY. Our VAT number is 321465820. We operate the website https://enhance.com (“Website”)

1.2. Contacting us. To contact us, email [email protected].

2.1. Our contract. These terms and conditions apply to the order by the customer (“you”) and the grant by us of a limited, revocable, non-exclusive licence to install and use the Enhance Software on servers owned or controlled by you in accordance with the terms of this contract (“Licence Agreement”). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2. Entire agreement. The Licence Agreement is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Licence Agreement.

3.1. Accepting these terms. Please review the terms of this Licence Agreement before indicating your acceptance by ticking the appropriate box. Your attention is particularly drawn to the provisions of clause 10 (Limitation of liability).

3.2. Activating your Enhance Account. The Enhance Software will be delivered by way of an installation script published on the Website. Please follow the onscreen prompts to install the Enhance Software. To obtain a Licence Key you must create an Enhance Account via the Enhance Website and pay any required Fees.

3.3. Updates. The Enhance Software may be updated from time to time by means of API call, automated update or manual action. Any updates to the Enhance Software downloaded by you or by the Enhance Software itself are subject to the terms of this Licence Agreement.

3.4. 60-Day Free Trial. At our sole discretion, we may waive the Fees for a period of up to 60 days (“Free Trial”). This does affect any of the terms of this Licence Agreement which will remain in force. We may revoke or refuse to grant a Free Trial at any time at our sole discretion.

4.1. Subject to clause 3.4, you must pay our Fees without any deduction or set-off whatsoever in full by the due date stated on the invoice.

4.2. Our Fees are exclusive of VAT. You shall:

(a) pay us, at the same time as you pay the Fees, any additional amount required for VAT chargeable in the UK; and

(b) indemnify us against any liability (including any interest, penalties or costs incurred) in respect of any VAT or equivalent sales tax relating to sums payable under this Licence Agreement.

4.3. We reserve the right to increase the rates on which we base our Fees from time to time, providing 30 days notice by email.

5.1. Subject to clause 3.4, we will take your first payment monthly in advance after the end of any Free Trial.

5.2. You can pay for licensing the Enhance Software using a debit card, credit card, PayPal or any other payment method listed on the Website.

5.3. We will send you an electronic invoice based on your Commencement Date.

5.4. If you fail to make a payment under the Licence Agreement by the due date:

(a) you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 5.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

(b) we reserve the right to limit functionality of the Enhance Software.

6.1. It is your responsibility to ensure that:

(a) the functions of the Enhance Software meet your requirements;

(b) you take adequate steps to validate your backups;

(c) you obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Licence Agreement commences; and

(d) you comply with all applicable laws including technology control or export laws and regulations.

7.1. You acknowledge:

(a) all intellectual property rights in or arising out of or in connection the Enhance Software anywhere in the world belong to us, that rights in the Enhance Software are licensed (not sold) to you, and that you have no rights in, or to, the Enhance Software other than the right to use it in accordance with the terms of this Licence Agreement;

(b) you have no right to have access to the Enhance Software in source code form; and

(c) you may not translate, reverse-engineer, decompile, disassemble, modify, or create derivative works based on the Enhance Software (or any part thereof).

7.2. You shall notify us immediately if you become aware of any unauthorised use of the whole or any part of the Enhance Software by any person.

8.1. Subject to fulfilling the requirements outlined at clause 8.2 and otherwise remaining compliant with the terms of this Licence Agreement, you are permitted to allow your Customers to install and use the Enhance Software on systems owned and controlled by you.

8.2. You acknowledge, in relation to your Customer’s installation and/or use under clause 8.1:

(a) you remain liable to us:

(i) you are responsible for all support and technical assistance required by the Customer.

(ii) for any breaches of this Licence Agreement howsoever occurring;

(b) for payment of Fees.

9.1. The Enhance Software will collect usage data and additional data specific to your installation (“Collected Data”) and will send this to servers controlled by us from time to time.

9.2. Collected Data shall be used to calculate the Fees and to prevent circumvention of the licensing system

9.3. No data which can uniquely identify your Customers will be transmitted.

10.1. We do not warrant the suitability of the Enhance Software for any particular purpose.

10.2. While we will use best endeavours to resolve any technical issues or Vulnerabilities as and when they are discovered, you acknowledge:

(a) Enhance Software may experience bugs due to its complexity and frequent updating; and

(b) An Enhance Cluster should not be relied upon as the sole means to back up a website and other data hosted within it and, consequently, you need to take steps to validate your backups

10.3. You agree to hold us blameless and indemnify us against losses, whether direct or consequential that you, your Customers or any third party may suffer as a result of this Licence Agreement due to:

(a) any failure, bug, inadequacy or Vulnerability in the Enhance Software;

(b) loss of data or costs arising from loss of data;

(c) termination or suspension of this Licence Agreement; and

(d) losses or claims arising through use of the Enhance Software by your Customers or any other party to whom you grant access to an Enhance Cluster.

10.4. We shall will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Licence Agreement for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) any indirect or consequential loss.

10.5. Our total liability to you arising under or in connection with the Licence Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to three times the average invoice amount for the preceding three months.

10.6. This Licence Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Enhance Software. Except as expressly stated in this Licence Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Enhance Software which might otherwise be implied into, or incorporated in, this Licence Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

10.7. This clause 10 will survive termination of the Licence Agreement.

11.1. Without affecting any other right or remedy available to it, either party may terminate the Licence Agreement with immediate effect.

12.1. Assignment and transfer

(a) We may assign or transfer our rights and obligations under the Licence Agreement to another entity by posting on the Webpage if this happens.

(b) You may only assign or transfer your rights or your obligations under the Licence Agreement to another person if we agree.

12.2 Variation. These terms of the Licence Agreement may be updated by us from time to time. Updated terms will be published on the Website. Continued use of the Enhance Software constitutes acceptance of these terms.

12.3. Waiver. If we do not insist that you perform any of your obligations under the Licence Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. Unless expressly permitted within the terms of this Licence Agreement, if we waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

12.4. Severance. Each paragraph of this Licence Agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

12.5. Third party rights. The Licence Agreement is between you and us. No other person has any rights to enforce any of its terms.

12.6. Governing law and jurisdiction. The Licence Agreement is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Licence Agreement to the exclusive jurisdiction of the English courts.

13.1. “Commencement Date” means the date on which you accept the terms of this Licence Agreement.

13.2. “Enhance Account” means an entry within our client billing and management platform.

13.3. “Enhance Cluster” means a deployment of the Enhance Software by you to a server or a group of servers

13.4. “Enhance Software” means the micro-service-based software provided via the enhance.com website, consisting of “orchd”, “controld” and subordinate applications.

13.5. “Fees” mean the charges levied by us based on:

(a) your usage over the previous month and

(b) calculated using rates and applicable currency published on the Website,

with each Enhance Cluster being subject to a minimum licence fee as published on the Website and updated from time to time.

13.6. “Licence Key” means the text key required to use the Enhance Software.

13.7. “VAT” means value added tax.

13.8. “Vulnerability” means an error, flaw, or mistake in the Enhance Software that permits or causes an unintended behaviour to occur, or a weakness in the Enhance Software that could be exploited or triggered by a threat source and that could result in a failure of confidentiality, integrity, or availability.

13.9. “your Customers” means any organisations or persons who may use the Enhance Software running on systems controlled by you.